Siemens completes acquisition of Diagnostic Products Corporation
When Pending Acquisition of Bayer Diagnostics is Complete, Siemens Medical Solutions will be the First Full Service Diagnostics Company
Munich, Jul 28, 2006, Siemens has completed its acquisition of Diagnostic Products Corporation (DPC), marking a significant milestone for Siemens as it enters the in-vitro diagnostics (IVD) market. Together with DPC, Siemens Medical Solutions will become the first full service diagnostics company. Yesterday, DPC shareholders approved the merger of DPC into a wholly owned subsidiary of Siemens Medical Solutions, Inc. In the merger each share of DPC common stock was converted into the right to receive a cash payment of $58.50 per share.
Founded in 1971, DPC is a global leader in immunodiagnostics, focusing on developing, manufacturing, and distributing automated body fluid analyzers and tests, such as those related to cancer and cardiac disease, as well as hormone and allergy conditions.
This acquisition is just the first step for Siemens -- on June 29, 2006, Siemens announced its intent to acquire Bayer Healthcare’s Diagnostics Division (subject to regulatory approvals).
“Today is just the beginning of a fascinating new chapter for Siemens Medical Solutions. DPC is an ideal fit, as it has a similar philosophy to Siemens, with a dedication to trendsetting innovation, customer partnership, and efficiency in healthcare,” said Erich R. Reinhardt, president and CEO of Siemens Medical Solutions of Siemens AG (NYSE: SI). “Combining the strengths of DPC and Bayer Diagnostics with those of Siemens Medical Solutions, we will be in a position to offer our customers and partners an unbeatable IVD combination and a most comprehensive portfolio covering both in-vivo and in-vitro diagnostics, combined with powerful IT solutions.”
Reinhardt further explained that the mergers will also expand Siemens’ competencies in the innovative and fast-growing area of molecular medicine from in vivo molecular imaging, e.g. PET imaging (Positron Emission Tomography), to the in vitro field, being of specific importance for the early detection of diseases. Molecular medicine has the proven potential to enable healthcare professionals to identify risks for disease based on a patient’s genetics, and isolate the molecular makeup of an illness long before a patient ever experiences outward signs of disease. In addition, molecular medicine will help physicians choose suitable medications for a particular patient, predict the effects of those medications, and personalize a patient’s treatment.
Once the acquisition of Bayer Diagnostics is complete, Siemens will offer solutions in immunodiagnostics, genetic testing, near-patient testing, clinical chemistry, lab automation, hematology (blood cell diagnostics), and beyond. Siemens will bridge the gap between in-vivo and in-vitro diagnostics and offer a unique blend of expertise and technologies in diagnostic imaging, healthcare information technology (IT), molecular biology, and biochemistry to its customers, driving and leading the advancement of personalized healthcare.
“DPC employees are looking forward to working with our new Siemens colleagues to drive innovations to help our customers improve their results,” said Michael Ziering, who will continue to serve as CEO of DPC. “We now will have access to a global research and development network that complements and broadens our existing capabilities. We believe that this is a great benefit for existing DPC customers as we take this exciting step forward.”
Prior to the merger, DPC was the world’s leading independent producer of immunodiagnostic products. The company’s diagnostic tests supply information vital to the detection and management of disease, including adrenal/pituitary dysfunction, allergy, anemia, bone metabolism disturbances, cancer, cardiovascular disease, diabetes, and reproductive and thyroid disorders. DPC’s product offering includes the widely accepted IMMULITE® series of immunoassay systems, more than 75 immunoassays, and over 370 allergens and allergy panels.
Siemens Medical Solutions (Med) is one of the world’s largest suppliers to the healthcare industry. The company is known for bringing together innovative medical technologies, healthcare information systems, management consulting, and support services, to help customers achieve tangible, sustainable, clinical and financial outcomes. From imaging systems for diagnosis, to therapy equipment for treatment, to patient monitors to hearing instruments and beyond, Siemens innovations contribute to the health and well-being of people across the globe, while improving operational efficiencies and optimizing workflow in hospitals, clinics, home health agencies, and doctors’ offices. Employing approximately 33,000 people worldwide and operating in more than 120 countries, Siemens Medical Solutions reported sales of €7.6 billion, orders of €8.6 billion and Group profit of €976 million for fiscal 2005 (September 30). Further information is available at: www.siemens.com/medical.
Except for the historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These factors include receipt of regulatory approvals required in connection with the acquisition of Bayer Healthcare’s Diagnostics Division, governmental or other action relating to DPC’s Chinese affiliate; the rate of customer demand for DPC’s products; DPC’s ability to successfully market new and existing products; its dependence on certain suppliers; domestic and foreign government regulation; its ability to keep abreast of technological innovations and to translate them into new products; competition; political and economic instability in certain markets including the movements of foreign currencies relative to the dollar; and other risks and uncertainties disclosed from time to time in DPC’s SEC reports and filings.
This document contains forward-looking statements and information – that is, statements related to future, not past, events. These statements may be identified by words as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning. Such statements are based on our current expectations and certain assumptions, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect its operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens worldwide to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For us, particular uncertainties arise, among others, from changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products or technologies by other companies, lack of acceptance of new products or services by customers targeted by Siemens worldwide, changes in business strategy, regulatory action and various other factors. More detailed information about certain of these factors is contained in Siemens’ filings with the SEC, which are available on the Siemens website, www.siemens.com and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Siemens does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
Reference number: Med BV200607.071e
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